Common use of Compensation and Fees Clause in Contracts

Compensation and Fees. A. During the Employment Term, the Company shall pay to Executive in consideration of the services to be rendered hereunder compensation in the form of a salary: (a) for the period beginning on the date hereof and ending on December 31, 2004, at the annual rate of Two Hundred One Thousand Four Hundred Thirty and 80/100 ($201,430.80) Dollars; and (b) for the calendar year beginning on January 1, 2005, and for every calendar year thereafter. commencing during the Employment Term of this Agreement, in an amount equal to the salary paid for the previous calendar year times the lesser of (i) 1.05 and (ii) the Cost of Living Adjustment Factor (as hereinafter defined); The salary for all such periods shall be prorated if any partial calendar year is involved and shall be paid less appropriate deductions, if any, for federal, state and city income taxes, FICA contributions, N.Y.S. disability and any other deductions required by law. The Cost of Living Adjustment Factor as it is applied in calculating compensation payable to Executive for any period referred to above (and retirement compensation payable to Executive for any period described in Section 12 below) shall be the sum of (x) one (1) plus (y) a fraction (A) which has as its numerator the amount, if any, by which the Revised Consumer Price Index for Urban Wage Earners and Clerical Workers for the New York-Northern New Jersey area (1982-84=100), published by the U.S. Department of Labor Statistics (the "Index") for the last calendar month preceding the commencement of such period (which will be December in each case of annual salary described in this Section 4) (the "Increase Index Month") exceeds the Index for the calendar month occurring one year prior to the Increase Index Month (the "Base Index Month"), and (B) which has as its denominator the Index for the Base Index Month. In the event that the Index is converted to a different standard reference base or otherwise revised, the determination of increased compensation under this Section 4 and/or retirement compensation under Section 12 shall be made with the use of such conversion factor, formula or table for converting the Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then with the use of such conversion factor, formula or table as may be published by Xxxxxxxx-Xxxx, Inc., or any other nationally recognized publisher of similar statistical information. If the Index ceases to be published, and there is no successor thereto, such other index as Executive and Company shall agree upon in writing shall be substituted for the Index. If Executive and Company are unable to agree as to such substituted index, such substituted index shall be that determined by arbitration in accordance with the procedures of the American Arbitration Association. In the event that the Index is not available for any month provided for above, the next available Index shall be used instead, and if the next available index is available following a payment for which an adjustment should have been, then a retroactive adjustment shall also be made. (c) Executive's compensation shall be payable in equal installments in arrears, in the same frequency as other senior officers of Company are paid, but in any event not less frequent than twenty-six (26) bi-weekly installments. B. As compensation for Executive's services during the Consulting Term, the Company shall pay consulting fees at the annual rate of 50% of the salary which was in effect under Section 4A(b) on the day preceding the commencement of the Consulting Term plus the Cost of Living Adjustment Factor as provided in Section 4A(b), less any deductions required by law. Such fees shall be payable in equal installments in arrears, in the same frequency as senior officers of the Company are paid, but in any event not less frequently than twenty-six (26) bi-weekly installments. Such fees for the second and third years of the Consulting Term shall likewise be adjusted for the Cost of Living Adjustment Factor as provided in Section 4A(b).

Compensation and Fees. A. (a) During the Employment Term, the Company shall pay to Executive in consideration of the services to be rendered hereunder compensation in the form of a salary: (ai) for the period beginning on the date hereof Effective Date and ending on December 31, 2004, at the annual rate of Two Hundred One Thousand Four Hundred Thirty and 80/100 ($201,430.80) Dollars; and (bii) for the calendar year beginning on January 1, 2005, and for every calendar year thereafter. thereafter commencing during the Employment Term of this Agreement, in an amount equal to the salary paid for the previous calendar year times the lesser of (i) 1.05 and (ii) the Cost of Living Adjustment Factor (as hereinafter defined); The salary for all such periods shall be prorated if any partial calendar year is involved and shall be paid less appropriate deductions, if any, for federal, state and city income taxes, FICA contributions, N.Y.S. disability and any other deductions required by law. The Cost of Living Adjustment Factor as it is applied in calculating compensation payable to Executive for any period referred to above (and retirement compensation payable to Executive for any period described in Section 12 below) shall be the sum of (x) one (1) plus (y) a fraction (A) which has as its numerator the amount, if any, by which the Revised Consumer Price Index for Urban Wage Earners and Clerical Workers for the New York-Northern New Jersey area (1982-84=100), published by the U.S. Department of Labor Statistics (the "Index") for the last calendar month preceding the commencement of such period (which will be December in each case of annual salary described in this Section 4) (the "Increase Index Month") exceeds the Index for the calendar month occurring one year prior to the Increase Index Month (the "Base Index Month"), and (B) which has as its denominator the Index for the Base Index Month. In the event that the Index is converted to a different standard reference base or otherwise revised, the determination of increased compensation under this Section 4 and/or retirement compensation under Section 12 shall be made with the use of such conversion factor, formula or table for converting the Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then with the use of such conversion factor, formula or table as may be published by XxxxxxxxPrentice-XxxxHall, Inc., or any other nationally recognized publisher of similar statistical xx xxxxxxx xxatistical information. If the Index ceases to be published, and there is no successor thereto, such other index as Executive and Company shall agree upon in writing shall be substituted for the Index. If Executive and Company are unable to agree as to such substituted index, such substituted index shall be that determined by arbitration in accordance with the procedures of the American Arbitration Association. In the event that the Index is not available for any month provided for above, the next available Index shall be used instead, and if the next available index is available following a payment for which an adjustment should have been, then a retroactive adjustment shall also be made. (ciii) Executive's compensation shall be payable in equal installments in arrears, in the same frequency as other senior officers of Company are paid, but in any event not less frequent than twenty-six (26) bi-weekly installments. B. (b) As compensation for Executive's services during the Consulting Term, the Company shall pay consulting fees at the annual rate of 50% of the salary which was in effect under Section 4A(b4(a)(ii) on the day preceding the commencement of the Consulting Term plus the Cost of Living Adjustment Factor as provided in Section 4A(b4(a)(ii), less any deductions required by law. Such fees shall be payable in equal installments in arrears, in the same frequency as senior officers of the Company are paid, but in any event not less frequently than twenty-six (26) bi-weekly biweekly installments. Such fees for the second and third years of the Consulting Term shall likewise be adjusted for the Cost of Living Adjustment Factor as provided in Section 4A(b4(a)(ii).

Compensation and Fees. A. (a) During the Employment Term, the Company shall pay to Executive in consideration of the services to be rendered hereunder compensation in the form of a salary: (ai) for the period beginning on the date hereof Effective Date and ending on December 31, 2004, at the annual rate of Two Hundred One Thousand Four Hundred Thirty and 80/100 ($201,430.80) Dollars; and (bii) for the calendar year beginning on January 1, 2005, and for every calendar year thereafter. thereafter commencing during the Employment Term of this Agreement, in an amount equal to the salary paid for the previous calendar year times the lesser of (i) 1.05 and (ii) the Cost of Living Adjustment Factor (as hereinafter defined); The salary for all such periods shall be prorated if any partial calendar year is involved and shall be paid less appropriate deductions, if any, for federal, state and city income taxes, FICA contributions, N.Y.S. disability and any other deductions required by law. The Cost of Living Adjustment Factor as it is applied in calculating compensation payable to Executive for any period referred to above (and retirement compensation payable to Executive for any period described in Section 12 below) shall be the sum of (x) one (1) plus (y) a fraction (A) which has as its numerator the amount, if any, by which the Revised Consumer Price Index for Urban Wage Earners and Clerical Workers for the New York-Northern New Jersey area (1982-84=100), published by the U.S. Department of Labor Statistics (the "Index") for the last calendar month preceding the commencement of such period (which will be December in each case of annual salary described in this Section 4) (the "Increase Index Month") exceeds the Index for the calendar month occurring one year prior to the Increase Index Month (the "Base Index Month"), and (B) which has as its denominator the Index for the Base Index Month. In the event that the Index is converted to a different standard reference base or otherwise revised, the determination of increased compensation under this Section 4 and/or retirement compensation under Section 12 shall be made with the use of such conversion factor, formula or table for converting the Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then with the use of such conversion factor, formula or table as may be published by Xxxxxxxx-Xxxx, Inc., or any other nationally recognized publisher of similar statistical information. If the Index ceases to be published, and there is no successor thereto, such other index as Executive and Company shall agree upon in writing shall be substituted for the Index. If Executive and Company are unable to agree as to such substituted index, such substituted index shall be that determined by arbitration in accordance with the procedures of the American Arbitration Association. In the event that the Index is not available for any month provided for above, the next available Index shall be used instead, and if the next available index is available following a payment for which an adjustment should have been, then a retroactive adjustment shall also be made. (ciii) Executive's compensation shall be payable in equal installments in arrears, in the same frequency as other senior officers of Company are paid, but in any event not less frequent than twenty-six (26) bi-weekly installments. B. (b) As compensation for Executive's services during the Consulting Term, the Company shall pay consulting fees at the annual rate of 50% of the salary which was in effect under Section 4A(b4(a)(ii) on the day preceding the commencement of the Consulting Term plus the Cost of Living Adjustment Factor as provided in Section 4A(b4(a)(ii), less any deductions required by law. Such fees shall be payable in equal installments in arrears, in the same frequency as senior officers of the Company are paid, but in any event not less frequently than twenty-six (26) bi-weekly biweekly installments. Such fees for the second and third years of the Consulting Term shall likewise be adjusted for the Cost of Living Adjustment Factor as provided in Section 4A(b4(a)(ii).

Compensation and Fees. A. During the Employment Term, the Company shall pay to Executive in consideration of the services to be rendered hereunder compensation in the form of a salary: (a) for the period beginning on the date hereof and ending on December 31, 2004, at the annual rate of Two Hundred One Ninety-Nine Thousand Four Seven Hundred Thirty Fifty Nine and 80/100 85/100 ($201,430.80299,759.85) Dollars; and (b) for the calendar year beginning on January 1, 2005, and for every calendar year thereafter. commencing during the Employment Term of this Agreement, in an amount equal to the salary paid for the previous calendar year times the lesser of (i) 1.05 and (ii) the Cost of Living Adjustment Factor (as hereinafter defined); The salary for all such periods shall be prorated if any partial calendar year is involved and shall be paid less appropriate deductions, if any, for federal, state and city income taxes, FICA contributions, N.Y.S. disability and any other deductions required by law. The Cost of Living Adjustment Factor as it is applied in calculating compensation payable to Executive for any period referred to above (and retirement compensation payable to Executive for any period described in Section 12 below) shall be the sum of (x) one (1) plus (y) a fraction (A) which has as its numerator the amount, if any, by which the Revised Consumer Price Index for Urban Wage Earners and Clerical Workers for the New York-Northern New Jersey area (1982-84=100), published by the U.S. Department of Labor Statistics (the "Index") for the last calendar month preceding the commencement of such period (which will be December in each case of annual salary described in this Section 4) (the "Increase Index Month") exceeds the Index for the calendar month occurring one year prior to the Increase Index Month (the "Base Index Month"), and (B) which has as its denominator the Index for the Base Index Month. In the event that the Index is converted to a different standard reference base or otherwise revised, the determination of increased compensation under this Section 4 and/or retirement compensation under Section 12 shall be made with the use of such conversion factor, formula or table for converting the Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then with the use of such conversion factor, formula or table as may be published by XxxxxxxxPrentice-XxxxHall, Inc., or any other nationally recognized publisher of similar statistical xx xxxxxxx xtatistical information. If the Index ceases to be published, and there is no successor thereto, such other index as Executive and Company shall agree upon in writing shall be substituted for the Index. If Executive and Company are unable to agree as to such substituted index, such substituted index shall be that determined by arbitration in accordance with the procedures of the American Arbitration Association. In the event that the Index is not available for any month provided for above, the next available Index shall be used instead, and if the next available index is available following a payment for which an adjustment should have been, then a retroactive adjustment shall also be made. (c) Executive's compensation shall be payable in equal installments in arrears, in the same frequency as other senior officers of Company are paid, but in any event not less frequent than twenty-six (26) bi-weekly installments. B. As compensation for Executive's services during the Consulting Term, the Company shall pay consulting fees at the annual rate of 50% of the salary which was in effect under Section 4A(b) on the day preceding the commencement of the Consulting Term plus the Cost of Living Adjustment Factor as provided in Section 4A(b), less any deductions required by law. Such fees shall be payable in equal installments in arrears, in the same frequency as senior officers of the Company are paid, but in any event not less frequently than twenty-six (26) bi-weekly installments. Such fees for the second and third years of the Consulting Term shall likewise be adjusted for the Cost of Living Adjustment Factor as provided in Section 4A(b).

Compensation and Fees. A. (a) During the Employment Term, the Company shall pay to Executive in consideration of the services to be rendered hereunder compensation in the form of a salary: (ai) for the period beginning on the date hereof Effective Date and ending on December 31, 2004, at the annual rate of Two Hundred One Ninety-Nine Thousand Four Seven Hundred Thirty Fifty-Nine and 80/100 85/100 ($201,430.80299,759.85) Dollars; and (bii) for the calendar year beginning on January 1, 2005, and for every calendar year thereafter. thereafter commencing during the Employment Term of this Agreement, in an amount equal to the salary paid for the previous calendar year times the lesser of (i) 1.05 and (ii) the Cost of Living Adjustment Factor (as hereinafter defined); The salary for all such periods shall be prorated if any partial calendar year is involved and shall be paid less appropriate deductions, if any, for federal, state and city income taxes, FICA contributions, N.Y.S. disability and any other deductions required by law. The Cost of Living Adjustment Factor as it is applied in calculating compensation payable to Executive for any period referred to above (and retirement compensation payable to Executive for any period described in Section 12 below) shall be the sum of (x) one (1) plus (y) a fraction (A) which has as its numerator the amount, if any, by which the Revised Consumer Price Index for Urban Wage Earners and Clerical Workers for the New York-Northern New Jersey area (1982-84=100), published by the U.S. Department of Labor Statistics (the "Index") for the last calendar month preceding the commencement of such period (which will be December in each case of annual salary described in this Section 4) (the "Increase Index Month") exceeds the Index for the calendar month occurring one year prior to the Increase Index Month (the "Base Index Month"), and (B) which has as its denominator the Index for the Base Index Month. In the event that the Index is converted to a different standard reference base or otherwise revised, the determination of increased compensation under this Section 4 and/or retirement compensation under Section 12 shall be made with the use of such conversion factor, formula or table for converting the Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then with the use of such conversion factor, formula or table as may be published by XxxxxxxxPrentice-XxxxHall, Inc., or any other nationally recognized publisher of similar statistical xx xxxxxxx xxatistical information. If the Index ceases to be published, and there is no successor thereto, such other index as Executive and Company shall agree upon in writing shall be substituted for the Index. If Executive and Company are unable to agree as to such substituted index, such substituted index shall be that determined by arbitration in accordance with the procedures of the American Arbitration Association. In the event that the Index is not available for any month provided for above, the next available Index shall be used instead, and if the next available index is available following a payment for which an adjustment should have been, then a retroactive adjustment shall also be made. (ciii) Executive's compensation shall be payable in equal installments in arrears, in the same frequency as other senior officers of Company are paid, but in any event not less frequent than twenty-six (26) bi-weekly installments. B. (b) As compensation for Executive's services during the Consulting Term, the Company shall pay consulting fees at the annual rate of 50% of the salary which was in effect under Section 4A(b4(a)(ii) on the day preceding the commencement of the Consulting Term plus the Cost of Living Adjustment Factor as provided in Section 4A(b4(a)(ii), less any deductions required by law. Such fees shall be payable in equal installments in arrears, in the same frequency as senior officers of the Company are paid, but in any event not less frequently than twenty-six (26) bi-weekly biweekly installments. Such fees for the second and third years of the Consulting Term shall likewise be adjusted for the Cost of Living Adjustment Factor as provided in Section 4A(b4(a)(ii).